Attached files
| file | filename |
|---|---|
| 8-K - CURRENT REPORT - PUREDEPTH, INC. | puredepth_8k-030310.htm |
| EX-10.1 - AMENDMENT 2, EMPLOYMENT AGREEMENT WITH ANDY WOOD - PUREDEPTH, INC. | ex10-01.htm |
| EX-99.1 - PRESS RELEASE DATED MARCH 3, 2010 - PUREDEPTH, INC. | ex99-01.htm |
Exhibit 99.2
Deregistration
Q&A
The
following Q&A is provided by PureDepth, Inc. (the “Company”) in connection
with its announcement that it has filed post-effective amendments to each of its
outstanding registration statements to deregister remaining but unsold shares of
common stock thereunder, and that it plans to file a Form 15 with the SEC and
deregister its shares of common stock. These plans have been
disclosed by the Company in a press release dated March 3, 2010, and on a
Current Report on Form 8-K filed with the SEC on the same date, to which you may
refer for additional information.
Q:
Why did the company file the post-effective amendments to deregister the unsold
stock?
A: The
Company filed the post-effective amendments to terminate its previously
outstanding registration statements and to deregister the remaining, unsold
shares of stock thereunder. This action was a first step to the
eventual deregistration of the Company’s common stock for the reasons stated
below, which was also announced.
Q:
Why is the Company deregistering its stock, and why is it doing it
now?
A: The
Company is undertaking this deregistration to reduce the significant costs we
would otherwise incur in order to continue to comply with our public company
reporting obligations. We estimate that these costs total approximately $750,000
US per year. We feel that our financial resources will be far better spent on
support and development of the Company's core business, which we believe will
result in a better return for our stockholders.
We are
undertaking this action now as we have spent the last 12 months restructuring
the Company so that it can focus on its core objectives, which are to actively
market its patented technology in the pachinko and pachislot markets and the
amusement market in Japan as well as exploring the market for mobile devices in
broader geographies. We also have kept a core development team in New Zealand to
continue to build on our market leading technology. As we have now completed
these shifts, we believe it is important to make the move to generate additional
savings from deregistration to better support our marketing and development
efforts. Our recent trading prices on the OTC Bulletin Board had no
bearing on this decision.
Q:
How does this affect me?
A: Until
we file a Form 15 with the SEC deregistering our common stock, we plan to
continue to comply with our public reporting requirements and expect that our
common stock will continue to be eligible for trading on the OTC Bulletin
Board.
We currently expect to file
a Form 15 on or about March 15, 2010. Once we file the Form
15, our obligation to file certain reports with the SEC, including Forms 10-K,
10-Q and 8-K, will immediately be suspended. While we currently plan
to provide stockholders with certain information in the future as further
discussed below, after the Form 15 is filed you will likely not have the same
amount of information regarding the Company that you now have access to through
SEC filings in the public record.
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Further,
as a result of the filing of the Form 15, we expect that our shares will no
longer be quoted on the OTC Bulletin Board. We anticipate, but cannot
guarantee, that PureDepth common stock may be quoted on the Pink Sheets after
the deregistration. PureDepth does not, however, plan to seek the
listing of its common stock on the OTCQX, or to meet the information disclosure
requirements thereof.
Q: Does
"deregistration" mean that I will no longer be a stockholder of
PureDepth?
A: No,
deregistering will have no effect upon your status as a
stockholder.
Q: Who
made the decision to deregister?
A: After
a review of our strategic objectives, our financial results and our estimate
of future cash needs, our management team recommended taking this
action to the Company's board of directors. The board of directors
carefully considered this recommendation, as well as other strategic
alternatives, prior to unanimously approving the plan to
deregister. The board of directors concluded that, given the limited
trading activity in the Company’s common stock, the significant financial and
management costs associated with our public reporting obligations were
disproportionate to the benefits to be derived from continuing to be a reporting
company.
Q:
Does the majority stockholder support this move?
A: We
have not sought or obtained K1W1’s approval of this decision.
Q:
What other actions have management and the board of directors
planned?
A: We
have described our strategy in our previous SEC filings. They include our
decision to focus on the Japanese pachinko, pachislot and amusement markets and
the market for mobile handheld devices. Any stockholder who wishes to
understand more about PureDepth’s operating plans following the deregistration
should contact CEO Andy Wood or Interim CFO, Joe Moran, by emailing:
Investor-Relations@puredepth.com.
Q:
How will the deregistration impact stockholder value?
A: We
believe that our stockholders will realize more value if the Company can use its
limited funds on the marketing and development of its technology rather than on
the additional reporting and compliance burdens associated with being a public
company.
Q:
Are you keeping a US office?
A: We
will not be maintaining a US office. Our current employees are all either Japan
or New Zealand-based. The CEO will be working half-time, at half salary, and
will split his time between the New Zealand and Tokyo offices. Since
we no longer have U.S. operations, we can save additional funds by not
maintaining a U.S. office.
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Q:
Does the CEO’s hours reduction indicate his view on the future prospects of the
Company?
A: No.
The CEO is moving to half-time for two reasons:
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1)
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Our
implementation of major transitional actions to reduce costs and focus
on core markets and projects required significant involvement
and strategic input from our CEO. Now that these projects have been
finalized and we have a small team in place to focus on our core business,
the demand for Mr. Wood’s time has
decreased.
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2)
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The
Company is focused on allocating its resources to the Japanese pachinko
and pachislot market and developing it’s MLD mobile device application.
These two projects are where the vast majority of the Company’s cash is
being directed. The CEO is able to oversee and manage those efforts under
a reduced schedule.
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Q:
Are you planning a stockholder meeting to discuss and vote on the
deregistration?
A: This
decision was approved by the Company's board of directors and does not require a
stockholder vote. Therefore the Company will not be incurring the cost of a
stockholder meeting and a vote.
Q:
What information can I expect to receive about PureDepth in the
future?
A: We
plan to continue to announce major developments concerning the Company,
including customer wins, new product releases and major customer rollouts. This
information will be available at our website: www.puredepth.com.
Any stockholder who wishes to understand more about PureDepth’s operating plans
following the deregistration should contact CEO Andy Wood or Interim CFO, Joe
Moran, by emailing: Investor-Relations@puredepth.com.
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